Loading...
HomeMy WebLinkAboutItem 7.1 CDBG Funds 2004-2005 CITY CLERK AGENDA STATEMENT CITY COUNCIL MEETING DATE: May 4, 2004 SUBJECT: Adoption of Resolution approving use of 2004-2005 CDBG funds by executing agreements with the following: The County of Alameda for use of the $99,108 in CDBG funds, Tri-Valley Haven, the Dublin Housing Authority, Spectrum Community Services, Inc., Tri-Valley Community Foundation, and Easter Seals Bay Area. Report Prepared by: Julia Abdala, Housing Specialist ATTACHMENTS: 1. Agreement by and Between the City of Dublin and the County of Alameda 2. Agreement with Tri-Valley Haven 3. Agreement with the Dublin Housing Authority 4. Agreement with Spectrum Community Services, Inc. 5. Agreement with Tri-Valley Community Foundation 6. Agreement with Easter Seals Bay Area 7. Resolution Authorizing the above agreements RECOMMENDATION: Adopt a Resolution approving the following: d/~,// 1. Agreements with The County of Alameda, Tri-Valley Haven, Dublin Housing Authority, Spectrum Community Services, Inc., Tri-Valley Community Foundation and Easter Seals Bay Area. 2. Authorize the Mayor to sign the above listed agreements to utilize CDBG funds for 2004-2005 Fiscal Year FINANCIAL STATEMENT: The total amount of CDBG funds allocated to Dublin for this coming program year is $99,108. BACKGROUND: To utilize the CDBG funds for 2004-2005 Fiscal Year the City of Dublin must: 1) Enter into an agreement with the County of Alameda for allocation of these funds, and 2) Enter into agreements with the various agencies that have been awarded CDBG funds. Staff has sent out Request for Proposals to solicit interest from agencies in providing services within the City. After reviewing proposals received, on February 3, 2004 the City Council apProved usage of 2004- 2005 CDBG funds for the following agencies and programs: COPIES TO: In-house Distribution ITEM NO. ~ G:\CDBG~2004-2005\CC Staff Report. Svcs pr0v &County. CDBG 04-05.DOC 1. Dublin Housing Authority - Emergency Vehicle Access (EVA) Road Repair $29,791 2. Financial Contribution Toward Acquisition and Rehabilitation of the Family Crisis Shelter $5,427 3. Senior Support Services -(Now administered by Tri-Valley Community Foundation) $9,500 4. Spectrum Community Services, Inc. - Meals on Wheels $5,000 5. Tri-Valley Haven - Domestic Violence Shelter $15,000 6. Easter Seals Bay Area - Kaleidoscope After-School Program $10,000 7. Housing Rehabilitation through the County offices $17,790 8. Program Administration $6,600 TOTAL $99,108 These approved applications were then sent to the County of Alameda for review. The County agreed with the usage of CDBG funds for the purposes that the City Council had approved. Now the City of Dublin, as an Urban County City, must approve an agreement with the Alameda County Housing and Community Development Department for receipt of CDBG funds for the fiscal year 2004- 2005. The total amount of CDBG funds that will be allocated to Dublin for this coming program year is $99,108. At the same time the City must enter into agreements with the outside agencies that City Council agreed to fund: Tri-Valley Haven, the Dublin Housing Authority, Spectrum Community Services, Inc. (Meals on Wheels), Tri-Valley Community Foundation (Senior Services Program), and Easter Seals Bay Area (Kaleidoscope After-School Program). These agreements include Exhibit A with the Scope of Services and Exhibit B with the Budget outlining services to be provided and the conditions under which the CDBG funds may be expended. The uses of the 2004-2005 Fiscal Year CDBG funds also included the $5,427 annual contribution to the City of Livermore that the City Council agreed to for participation in acquisition and rehabilitation of the Sojourner House Homeless Shelter. This would be the third year contribution toward this fund. Tri- Valley Haven administers this shelter. These agreements with the various agencies will implement the City Council's direction of the Council meeting of February 3, 2004. All agreements must be signed and executed before the City can utilize the CDBG funds allocated to the City of Dublin by the County of Alameda. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution approving agreements with The County of Alameda, Tri-Valley Haven, Dublin Housing Authority, Spectrum Community Services, Inc., Tri-Valley Community Foundation and Easter Seals Bay Area and authorizing the Mayor to sign the above listed agreements to utilize CDBG funds for 2004-2005 Fiscal Year AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA THIS AGREEMENT is made and entered into this 1 st day of July, 2004, by and between the County of Alameda (hereinafter referred to as "County"), and the City of Dublin, located in the County of Alameda, State of California, (hereafter referred to as "City"). WHEREAS, the County has entered into a Grant Agreement with the United States Department of Housing and Urban Development (HUD), for a Community Development Block Grant (CDBG) under the Housing and Community Act of 1974, said funds to be used for Community Development block Grant Programs and its eligible activities; and WHEREAS, the activities of the City under this Agreement with the County shall be governed by the conditions of the Grant Agreement between the County and the United States Department of Housing and Urban Development; NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES HEREINAFTER MADE, COUNTY AND CITY DO MUTUALLY AGREE AS FOLLOWS: I. STATEMENT OF WORK CITY will perform or arrange for the performance of the work under this Agreement in the manner and time provided herein and in accordance with: the budget; the scope of work and any specifications and drawings; and all related documents and provisions attached hereto as Exhibit A and incorporated herein by reference. II. COMMENCEMENT AND COMPLETION REQUIREMENTS A. The term of this Agreement begins on the 1 st day of July, 2004 and ends on the 30th day of June, 2005, or when ali contract terms have been completed. B. It shall be the responsibility of the City to coordinate and schedule the work to be performed so that commencement and completion will take place in accordance · with the provisions of this Agreement. 'The County may extend the time for completion of the Agreement in writing, if it determines ·that delay in the progress of work is not attributable to the negligence of the City and that such delay was due to causes beyond the control of the City. C. Any time extension granted to the City to enable the City to complete the work shall not constitute a waiver of rights the county may have under this Agreement. D. Should the City not complete the work by the scheduled date or by an extended date, granted by the County in writing, pursuant to previously stated conditions, the County shall be released from all conditions of this Agreement. ATTACHMENT E. Upon completion of performance under this Agreement and a determination of final costs, City shall submit to the County a certificate of completion for construction projects and a requisition for final payment for service projects, unless otherwise provided in this Agreement. III. SUBCONTRACTS A. Any subcontract funding under this Agreement shall be submitted to County for review and approval prior to its execution. B. In the event subcontractor is a private non-profit or neighborhood-based non- profit organization, or a local development or small business investment corporation, contractor is required to comply with the procurement procedures of Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. C. Any subcontract funded under this Agreement shall be subject to the terms and cohdifions of this Agreement. IV. BUDGET Any requested modification to the Budget attached to this Agreement and incorporated as part of this Agreement, shall be reviewed and approved by County. Any budget modifications require the prior written approval of County. Budget modifications shall not alter: 1) The basic scope of services required to be performed under this Agreement; 2) the time period for the services to be performed under this Agreement; and, 3) the total amount of the authorized budget of this Agreement (see Exhibit A), subject to future amendments as approved by the Alameda County Community Development Director. Any of the cost categories shown in the Agreement Budget may be exceeded by ten percent of the indicated figure, provided that the total approved amount of allowable -costs is not exceeded. V. RECORDS AND REPORTS A. Ail original documents prepared by City in connection with the work to be performed under this Agreement shall be the property of the County. B. Citv's records shall be made available for review by the County prior to the release of funds. City shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OMB circular A-110. C. Records must be kept accurate and up-to-date. Failure of City to comply with this provision could result in termination of this Agreement or City's repayment of funds previously awarded under this Agreement. IX. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as pan of, or in connection with the performance of this Agreement. X. REVERSION OF ASSETS A. Upon the expiration of this Agreement, City. shall transfer to County any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in pan with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in County being reimbursed at fair market value less value attributable to non- CDBG expenditures. XI. OTHER PROGRAM REQUIREMENTS City certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Non-discrimination, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead-based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. XII. TERMINATION OF THIS AGREEMENT County may terminate this Agreement in whole or in part immediately for cause, which shall include as example but not as a limitation: A. Failure, for any reason, of City to fulfill in a timely and proper manner its obligations under this Agreement, including compliance with City, State and Federal laws and regulations and applicable directives; B. Failure to meet the performance standards contained in other sections of this Agreement; C. Improper use of reporting of funds provided under this Agreement; and D. Suspension or termination by HUD of the grant to the County under which Agreement is made, or the portion thereof delegated by this Agreement. Approved as to form: Approved as to form: Richard E. Winnie County Counsel By: By:. City Attorney Lorenzo E. Chambliss Senior Deputy County Counsel Date: Dare: CITY OF DUBLIN COUNTY OF ALAMEDA By: By: Mayor President, Board of Supervisors Attest: Date: City Clerk Date: AGREEMENT BY .62qD BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA EXHIBIT A 03C Public Facilities and Improvements -Homeless Facilities (not operating) Dublin's portion of repayment of Section 108 loan taken out by the City of $5,427 Livermore for the rehabilitation of the Family Crisis Homeless Shelter 05G Public Service.- Battered and Abused Spouses Domestic viotence shelter, homeless services and crisis line services. $15,000 05A Public Service - Senior Services Through case management program, seniors are visited in their homes to assess $9,500 their physical, psychological, social, and environmental needs. Deliver meals to home bound seniors. $5,000 05B Public Service - Handicapped Services Provide more than 47,000 hoUrs of service annually to 50 young people with $10,000 developmental disabilities, helping them develop the tools they need to live as independently as possible. 03K Public Facilities and Improvements - Street Improvements Repair fire access road where erosion has caused it to Slip, causing a potentially $29,791 hazardous condition. 14A Rehabilitation - Single Unit Residential MinOr Home Repair and Owner Rehabilitation Programs. $17,790 2lA Administration Provide overall CDBG program administration. $6,600 TOTAL - CITY OF DUBLIN $99,108 Anticipated Program Income* $55,000 * 'Based on an estimate of prior years'program income received; only actual program income received will be available to the City for its Revolving Loan Fund (Housing Rehabilitation Programs). CONSULTING ,SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI,VALLEY HAVEN THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Tri-Valley Haven ("Consultant") as of May 4, 2004. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBG") under the Housing and Community Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2004, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter 'made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit _.A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2004 and shall end on June 30, 2005. Consultant shall complete the work described in Exhibit At Scope of Services prior to June 30, 2005, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 1 of 15 ATTACHMENT 2.. class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A- 110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. 'Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Fifteen thousand dollars and 00/100, ($15,000), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as. Exhibit A. Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the-time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated Costs of providing the services required hereunder,' including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to whi6h Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall 'request compensation consistent with the budget provided and included as Exhibit B. .. · Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 2 of 1:5 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during-the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain .the following information: · Serial identifications of progress bills; i.e., Progress Bill'No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit.B~ Budget. · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The' total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the' time necessary to complete the work described in Exhibit A, Scope of Services. · The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated April 2, 2002. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement.' City shall make no payment for any extra, further, or additional service pursuant to' this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided'above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valtey Haven Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform 'Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall famish physical facilities such as desks, filing cabinets, 'and conference space, as may be reasonably necessary for Consukant's use while consulting with City employees and reviewing records and the information in possession of the City. The'location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated:to ~furnish any facility that may involve incurring any direct expense, including.but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of .insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence, thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for-any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 4 of 15 The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided w/th limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Co'de. Determination of whether a self-insurance program meets'the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all tights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, retUrn receipt requested, has been given to the City. Consultant shall notify City within 14 days.of notification from Consultant' s insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile LiabiliW Insurance. 4.2.1 General requirements. Consukant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit · ..::... coverage for risks associated with the work contemplated by. this Agreement. If a Commercial General Liability' Insurance or an · ...-. ..... Automobile Liability form or other form w/th a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall :include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage., Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 coveting Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 5 of 15 4.2.3 Additional requirements. Each of. the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect .to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations o£ Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect ro the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its. officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liabili .ty Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 6 of 15 thirty (30) days' prior written notice by certified mail~ return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence ,of insurance mUst be provided for at least five years after completion of the Agreement or'the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy fOrm with a retroactive' date that precedes the date 'of this Agreement, Consultant must provide extended'reporting coverage for a minimum of five years after completion of the Agreement orthe work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to. the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabili .ty of insurers. Al1 insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with ori~nal endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a.person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors'as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 7 of 15 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers,' employees, agents, and volunteers. The Contract Administrator may condition approval of an increase' in deductible or self-insured .retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limked, or materially affected in any other manner, Consultant shall provide written notice to City. at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedi'es City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to 'the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives t° other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the mount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION ' AND CONSULTANT'S RESPONSIBILITIES. Consultant shal! indemnify, defend with Counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 8 of 15 liability, claims', suits, actiOns, damages, and Causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which: they could be held strictly liable, or by the quality or character of their work. The fOregoing obligation of Consultant shall not .apply when (1) the injury,, loss of life, damage to property, or Golation of law arises Wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its ~employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hol'd harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this 'indemnification and' hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for 'damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the. provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontraCtor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, o2' subcontractors, as well as for the payment of any penalties 'and. interest on such contributions, which would otherwise be the.responsibility of. City. Section 6. ' STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times' during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered 'pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes serVices rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any cOntribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 9 of 15 6,2 Consultant No Agent. Except as City may .specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant. shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern 'this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other GOvernmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with. ail applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits~ qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to Practice their respective professions. In addition to the foregoing,. Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. '/.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply w/th all applicable federal, state, and local laws, policies, rules, and requirements related to equal oppommity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written 'notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this. Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized · .by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. " 8.3 Amendments, The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. ConSUltant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising Prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between May 4} 2004 City of Dublin and Tri-Valley Haven Page 11 of 15 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A no; finished by Consukant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount ' that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, 'plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that .Consultant prepares or obtains pursuant to .this Agreement and that relate .to the matters covered hereunder shall be the Property of the City. tt is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared Specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consukant shall be responsible for maintaining all records pertaining to this' Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-110. Upon request, consultant shall' deliver any required records or documents to the City within a reasonable amount of time. 9.2 ConsUltant's Books and Records. Consultant 'shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the' City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that.Section 9.2 of this Agreement requires Consultant to maintain shall be made. available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under Califomia Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($I0,000.00), the Agreement shall be subject to the .examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled To reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10;3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less coSt than virgin paper. 10.7 conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services A.greement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 13 of 15 10.8 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the' work performed pursuant to thisAgreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services perforn~ed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution fora violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 '.Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration.' This Agreement shall be administered by the Community Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Admirfistrator or his or her designee. 10.10 Notices. Any written notice to ConsUkant shall be sent to: Ann King, MSW Executive Director Tri-Valley Haven 3663 Pacific Avenue P.O. Box 2190 Livermore, CA 94551 Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 14 of 15 Any written notice to City shall be sent to: Eddie Peabody, Jr. Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN TRI-VALLEY HAVEN Janet Lockhart, Mayor Ann King, Exe~tive Director Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven Page 15 of 15 EXHIBIT A SCOPE OF SERVICES The consultant will provide the following measurable goals through this Agreement: To provide domestic violence services to 25 Dublin residents To provide homeless services to at least 165 Dublin residents To provide 16 community education and prevention presentations to 600 Dublin residents To provide counseling to 25 Dublin residents Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven. - Exhibit A Page 1 of 1 EXHIBIT B BUDGET A. Salaries/Employee Benefits Case Manager - DOmestic Violence Shelter 10 hours ~ $15/hr. for 52 weeks $7,800 Benefits ~ 20% of salary $.1.540 Total salaries and benefits $9,340 Case Manager- Homeless Shelter 5 hours ~ $15/hr for 52 weeks $3,900 Benefits ~ 20% of salary $ 760 Total Salaries and benefits $4,660 Total Salaries/Benefits $14,000 B. Operating Expenses Utilities $ 500 Telephone $ 400 Office Supplies $ 100 Total Operating Expenses $1,000 Total budget $15,000 Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven--Exhibit B Page 1 0f 1 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its 'effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and .qualitative evaluation of the Scope of Services as specified in this Agreement and shall malke quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of componems, description of activities/operations. b. Service area (i.e., eitywide, etc., including applicable census tracts). c. Goals - the projected goals, indicated numerically, and also the goals achieved (for each report period).' In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries - provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven--Exhibit C Page 2 of 5 American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander .White American Indian or Alaska Native and White Asian and White - Black or African American and White American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requ/rements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-110, with prior · approval or consent of City. B. Program income received by Contractor shall be returned' to City for furore application to eligible projecgts. · C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to'be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven--Exhibit C Page 3 of 5 Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of '$25,00.0, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opporttmity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as ..needed to serve its Clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. - OMB Circular A-122, Cost Principles for'Non-Profit Organizations. ' Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven--Exhibit C Page 4 of 5 B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-pan J ,of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Haven--Exhibit C Page 5 of 5 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE DUBLIN HOUSING AUTHORITY THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and The Dublin Housing Authority ("Consultant") as of May 4, 2004. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBG") under the Housing and Community Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2004, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A_ at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2004 and shall end on June 30, 2005. Consultant shall complete the work described in Exhibit A, Scope of Services prior to June 30, 2005, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. /~Cl~l 1.2 Standard of Performance. Consultant shall perform all services required V~ pursuant to this Agreement in the manner and according to the standards observed 0 6 2004[ by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant D~JSt'tJ~ PI"~N~tAtG shall prepare all work prOducts required by this Agreement in a substantial, first- Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 1 of 15 ATTACHMENT class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A- 110 and A- 122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Twenty-nine thousand seven hundred and ninety-one dollars and 00/100, ($29,79I), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the maturer set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required Under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the. Agreement, the percentage of completion and what line item is being spent against per Exhibit B~ Budget. · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A~ Scope of Services. · The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated April 2, 2002. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to finnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arisefrom or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. -Consultant shall not all6w any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 4 of 15 The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be'provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is. used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability. Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) coveting the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 6 of 15 thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabili .ty of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements. for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 7 of 15 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 8 of 15 liability, claims, sUits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any · ~ ~? penalties and interest on such contributions, which would otherwise be the responsibility of City. · Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 9 of 15 6.2 Consultant No A~ent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are-legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Eaual Om}ortunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any 'positive obligations required of Consultant thereby. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority" Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connectiOn with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension · period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consukant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between MaY 4, 2004 City of Dublin and the Dublin Housing Authority Page 11 of 15 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. .. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular .A-Il0. Upon request, consultant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period reqUired by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($t0,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exClusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the Validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 13 of 15 10.8 in the Political Reform Act, codified at C~lifornia Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California GOvernment Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. .?~:. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Community Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Ophelia Basgal, Executive Director c/o Thomas Makin, Deputy Director of Operations Dublin Housing Authority 22941 Atherton St. Hayward, CA 94541 Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 14 of 15 Any written notice to City shall be sent to: Eddie Peabody, Jr. Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN :.-~- .-'-DUBLIN HO,USING AUTHORITY ~~)ph~'~B~ec~D- ' ~ ~~~r' ~ Janet Lockhart, Mayor ~} irec,--,v. ( N,, Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority Page 15 of 15 EXHIBIT A SCOPE OF SERVICES The consultant will competitively retain the services of a contractor to dig up and replace approximately 640 feet of Emergency Vehicle Access (EVA) road that runs along the Alamo Creek. (see attached map) Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority - Exhibit A Page 1 of 1 EXHIBIT B BUDGET Construction contract $29,791 .Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority--Exhibit B Page 1 of 1 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of' this Agreement and the effective and efficient achievement of the Program Objectives. -~ B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b.. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals - the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries - provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: iii) - Low and moderate income iv) - Low Income - American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White - American Indian or Alaska Native and White - Asian and White - Black or African American and White Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority--Exhibit C Page 1 of 4 - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A- 128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accOrdance with OMB Circular A-1 t0, with prior approval or consent of City. B. Program' income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its partiCipation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority--Exhibit C Page 2 of 4 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) · Uniform Administrative Requirements and Cost ·Principals, k) Conflict of Interest, and .1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. Consulting Services Agreement between May 4, 2004 City of Dublin and the Dublin Housing Authority--Exhibit C Page 3 of 4 D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between MaY 4, 2004 City of Dublin and the Dublin Housing Authority-;Exhibit C Page 4 of 4 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SPECTRUM COMMUNITY SERVICES, INCORPORATED THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and the Spectrum Community Services, Incorporated ("Consultant") as of May 4, 2004. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBG') under the Housing and Community Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2004, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of.this Agreement shall begin on July 1, 2004 and shall end on June 30, 2005. Consultant shall complete the work described in Exhibit A~ Scope of Services prior to June 30, 2005, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed ~C~IV~D by a competent practitioner of the profession in which Consultant is engaged in ]~D[~ 0 52004 the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- ~DUBL~N PLANNING~ Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 1 of 15 ATTACHUENT class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and. Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activkies funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five thousand dollars and 00/100, ($5,000), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope'of Services regarding the amount of compensation, the Agreement shall prevail.- City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consukant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and Cky acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consuking Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, not more often than Once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and. reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i,e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit B, Budget. · At City's option, for each work item in each task, a copy of the applicabl~ time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A, Scope of Services. · The Consultant's s.ignature~ 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days' from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated April 2, 2002. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, .or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task Or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Servi'ces Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 3 of'l 5 2.6 Payment of Taxes. Consultant is solely responsible for the payment of: employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the 'date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to .Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. ,Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available tO Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City..In no event shall City be obligated m furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSIJRANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise bom or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof Satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the Subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 4 of 15 The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not' less than ONE MILLION DOLLARS ($1,000,000,00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determin.ation of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance ls provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death re.suiting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement Shall be attached limiting the coverage. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum CommUnity Services, Inc. Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement To the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds With respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consukant, at its own cost and expense, shall maintain for the Period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 6 of 15 thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage .for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise; at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabfli .ty of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. Ail coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 7 of 15 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the Citv's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any' coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails ro provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 8 of 15 liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation Of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work..The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, emploYees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges .and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services Under this Agreement is determined by a court of competent juriSdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph'l.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services Under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, ~or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 9 of 15 6.2 Consultant No Agen.t... Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permks, qualifications~ and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportuni ,ty,. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consukant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved bythe Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to. compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. COnsultant maY not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, .. without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 11 of 15 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be 1Lrnited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consukant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, speCifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-Il0. Upon request, consUltant shall deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City. under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other reliefto which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10;3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns.. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between May 4, 2004 · City of Dublin and Spectrum Community Services, Inc. Page I3 of 15 10.8 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consukant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. Th_is Agreement shall be administered by the Community Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. I0.10 Notices. Any written notice to Consultant shall be sent to: Richard Valle Executive Director c/o Joan Durie, Director/Nutritionist Spectrum Community Services SNAP Program 1435 Grove Way Hayward, CA 94546 Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 14 of 15 Any written notice to City shall be scm to: Eddie Peabody, Jr. Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN SPECTRUM COMMUNITY SERVICES, Janet Lockhart, Mayor Richard Valle, Executive Director Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attomey Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. Page 15 of 15 EXHIBIT A SCOPE OF SERVICES The consultant will provide the following services through this Agreement: Senior Nutrition and Activities Project (SNAP) will provide meals, assisting an average of 14 Iow- and very low-income, home-bound Dublin seniors, delivered daily (3,472 minimum for the grant period July 2004 - June 30, 2005) through their Meals-on-Wheels Program. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc. - Exhibit A Page 1 of 1 EXHIBIT B BUDGET Staff Salary (HOme Coordinator) $2,151 261 days, 25% Benefits $ 849 Total Salary and Benefits $3,000 Other Expenses Mileage $2,000 TOTAL $5,000 Consulting Services Agreemem between May 4, 2004 City of Dublin and Spectrum Community Services, Inc.--Exhibit B Page 1 of 1 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals - the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved 'towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries - provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: - Low and moderate income - Low income American Indian or Alaska Native Asian - Black or African American - Native Hawaiian or Other Pacific Islander - White American Indian or Alaska Native and White - Asian and White Black or African American and White Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc.--Exhibit C Page 2 of 5 - American Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; it'used, a race identified above must also be identified) - Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ukimate responsibility for overall project monitoring and evaluation; to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A-128. 2. PROGRAM INCOME , A. Pro=o-ram income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-Il0, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for future application to eligible projects. C. Program income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Admirdstrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION Them shall be no religious worship, instructi°n, or proselytization as part of, or in connection with the performance of this Agreement. ' Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc.--Exhibit C Page 3 of 5 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE .... Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A- 110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform AdministratiVe Requirements for Grants and Cooperative Agreements with State and Local Governments. Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc.--Exhibit C Page 4 of 5 D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between May 4, 2004 City of Dublin and Spectrum Community Services, Inc.--Exhibit C Page 5 of 5 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-VALLEY COMMUNITY FOUNDATION THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and the Tri-Valtey Community Foundation ("Consultant") as of May 4, 2004. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBG") under the Housing and Community Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1, 2004, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Conscltant shall provide to City the services described in the Scope of Work attached as Exhibit A_..at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2004 and shall end on June 30, 2005. Consultant shall complete the work described in Exhibit A~ Scope of Services prior to June 30, 2005, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall 'not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall' perform all services required pursuant to this Agreement in the manner and according to the standards observed ' by a competent practitioner of the profession in which Consultant is' engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first- Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 1 of 15 ATTACHMENT ..5' class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A- 110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Nine thousand, five hundred dollars and 00/100, ($9,500), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A. Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget provided and included as Exhibit B. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract mount, the mount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit Bt Budget. · At City's option, for each Work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as Well as a separate notice when the total number of hours of Work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds '800 hours, which shall include an estimate of the time necessary to complete the work described inExhibit A~ Scope of Services. · The Consultant's signature. 2.3 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days .from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the last invoice due pursuant to this Agreemem within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required .by County. pursuant to agreement between City and County of Alameda, signed and dated April 2, 2002. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any . expense or cost whatsoever incurred by Consultant in rendering Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to tkis Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maXimum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 3 of 15 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 13. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at /ts sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available m Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall :furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to fumi-sh any facility that may.involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, ar its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 4 of 15 The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the ~ro~ram CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND TRI-¥ALLEY COMMUNITY FOUNDATION THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and the Tri-Valley Community Foundation ("Consultant") as of May 4, 2004. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Developmem Block Grant ("CDBG") under the Housing and Community Development Act of 1974. 2. The City will be a party to an agreement with the County of Alameda, to be dated July 1; 2004, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreemem, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consukant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Constiltant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on July 1, 2004 and shall end on June 30, 2005. Consultant shall complete the work described in Exhibit Al Scope of Services prior to June 30, 2005, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall' perform all services required pursuant to this Agreement in the manner and according to the standards observed ' by a competent practitioner of the profession in which Consultant' is engaged in 4.2.3 Additional requirements. Each of the following shall be included 'in the insurance coverage or added-as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or.~used ~by Consultant; and-automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volm2teers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and.volunteers. e. An endorsement .shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability. Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an mount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 6 of 15 thirty (30) days' prior written notice by certified mail, remm receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of.the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 AeceptabiliW. of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The Certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject ~o all of the requirements stated herein. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 7 of 15 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially 'available, or that the City's interests are otherwise fully prol/ected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of 'City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of. Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice ~o City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the changein coverage. 4.5 Remedies. In addition m any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due m Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S 'RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 8 of 15 liability, claims, suits, actions, damages, and causes Of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of ConsUltant or its employees, subcontractors, or agents, by acts for which they could be held 'strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life,-damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City o~ its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. ' It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or .employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6: STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consukant shall be an independent contractor and shall not be an employee of City. City shall have the right to control ConSultant only insofar as the resuks of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley community Foundation Page 9 of 15 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section .7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable.to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement 'may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, liability, claims, suits, actions, damages, and causes Of action arising out of any personal injury, bodily injury, toss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of ConsUltant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City o3 its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the n~vrnent nF any e, rnnlavee, ~nc]/ar emnlover eontrihutian.q for PI~,RS henefitq on behalf nf Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consukant delivering to City any or all documents, photographs; computer software, video and audio tapes, and other materials provided To Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8,2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a w~tten amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall' have no obligation .to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized 'by the Contract Administrator, City shall have no obligation to reimburse Consultant for any. otherwise reimbursable expenses incurred during the.. extension period, 8.3 Amendments.. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign. this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 SurviVal. All obligations arising prior to the termination of this Agreement and all provisions'of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 11 of 15 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work ·product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge. Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the mount that City would have paid Consultant pursuant to Section 2 if Consukant had completed the work. Section 9. KEEPING' AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, .files, or any other documents or materials, in electronic or any other form~ that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City; It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and w/Il not be released to third parties without prior Written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-Il0. Upon request, consultant shall· deliver any required records or documents to the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 12 of 15 9.3 Inspection and Audit of Records. Any reCOrds or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Cityi Under California Government COde Section 8546.7, if the mount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period Of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable ..attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3. Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement, 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any. other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 13 of 15 10.8 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consukant shall not employ any City-official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent; appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10,8 Solicitation. Consultant. agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration.' This Agreement shall be administered by the Community Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. ~ 10.10 Notices. Any written notice to Consultant shall be sent to: David Rice, President Tri-Valley Community Foundation c/o Marlene Petersen; Director ' Senior Support Program of the Tri-Valley 5353 Sunol Blvd.. Pleasanton, CA 94566 Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 14 of 15 Any written notice to City shall be sent ~o: Eddie Peabody, Jr. Community Development Director City of Dublin 100 Civic Plaza Dublin, CA 9456-8 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and COnsultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN TRI-VALLEY COMMUNITY FOUNDATION Janet Lockhart, Mayor David Rice, President Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation Page 15 of 15 EXI~BIT A SCOPE OF SERVICES Tri-Valley Community Foundation will provide the following services through this Agreement with a contract with Senior. Support Program of the Tri-Valley. 20 new low- or very loW-income Dublin seniors will receive Case Management Services. Case management services consist of initial assessment in the senior's home including assessment of living situation as well as senior's physical, mental and emotiOnal status. Assistance needed with activities of daily living is assessed as well. A Care Plan is formulated for each senior. The plan includes locating, arranging and overseeing services such as transportation, meals, safety devices and in-home companions and workers. The caseworker also makes referrals and coordinates with physicians', home health nurses, social workers, attorneys and other needed professionals. Assistance is provided in applying for Medi- Cal, food stamps, SSI and in handling Medicare and health insurance billing. Hourly cost for home services is $40,00/h°ur. Each client requires approximately 11 hours of service. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation - Exhibit A Page 1 of 1 EXHIBIT B BUDGET Funds for this project go to direct services to Dublin senior residents. D/rector 1 hr. wk. X 52 ~ $21.00/hr. $1,092 Case Manager 8 hrs. wk. X 52 ~ $17.00/hr. $7,072 Fiscal 1 hr. wk. X 52 ~ $20.00/hr. $1,040 Total $9,204 Benefits ~ 18% = $1,657. Dublin will contribute $296 to benefits $ 296 Total Salary & Benefits $9,500 Consulting Services Agreement between May 4, 2004 City of Dublin and Tri~Valley Community Foundation'-Exkibit B Page 1 of 1 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") ADDITIONAL TERMS AND CONDTIONS 1, PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms, of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census trac~s). c. Goals - the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and descoption, the progress achieved towards meeting the specified goals; additionally, identify any problems encountered in meeting goals. d. Beneficiaries - provide the following: i) total number of direct beneficiaries. ii) Percent of total number of direct beneficiaries who are: Low and moderate income Low income American Indian or Alaska Native - Asian - Black or African American - Native Hawaiian or Other Pacific islander White - American Indian or Alaska Native and White Asian and White Black or African American and White Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation--Exhibit C Page 1 of 4 - American. Indian or Alaska Native and Black or African American - Other (individuals who are not included above) - Hispanic (ethnicity category that cuts across all races; if used, a race identified above must also be identified) - Female Headed HousehOlds e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediatelY following the report quarter, except for the end of the program year report which is due within thirty days. C. The City shall have ultimate responsibility for overall Project monitoring and evaluation, to assist Contractor 'in complying with the scope and contents of this Agreement,. and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB Circular A- 128. 2. PROGRAM INCOME Program income shall be recorded as part of the financial transactions of the grant program-and disbursed in accordance with OMB Circular A-110, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City for furore application to eligible proj cots. C. Program income from Urban City-ftmded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City,. shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, Or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation--Exhibit C Page 2 of 4 5. REVERSION OF ASSETS A, Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national obi ectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal taws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Opportunity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: ) A. OMB Circular A-122, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Educati°n, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common 'Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. Consulting Services Agreement between May 4, 2004 City of Dublin and Th-Valley Community Foundation--Exhibit C' Page 3 of 4 D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between May 4, 2004 City of Dublin and Tri-Valley Community Foundation--Exhibit C Page 4 of 4 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND EASTER SEALS BAY AREA THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Easter Seals Bay Area ("Consultant") as of May 4, 2004. RECITALS 1. The County of Alameda has entered into a Grant Agreement with the United States Department of Housing and Urban Development ("HUD") for a Community Development Block Grant ("CDBG") under the Housing and Community Development Act of 1974. 2. The City wilt be a party to an agreement with the County of Alameda, to be dated July 1, 2004, whereby certain Community Development Block Grant ("CDGB") grant funds received by the County are distributed to the City for use in Community Development Block Grant Programs and eligible activities ("CDBG Programs"). 3. Consultant desires to perform services, described in Exhibit A to this Agreement, that are CDBG Programs. 4. City desires that such services be performed by Consultant, and Consultant Agrees to render such services, as more particularly set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter made, City and Consultant do mutually agree as follows. Section 1. SERVICES. Subject to the terms and conditions set forth.in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1,1 Term of Services. The term of this Agreement shall begin on July 1, 2004 and shall end on June 30, 2005. Consultant shall complete the work described in Exhibit A~ Scope of Services prior to June 30, 2005, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform ail services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the. profession in which Consultant is engaged in ~I=C~|V~ the geographical area in which Consultant practices its' profession. Consultant ~ D[~ 0 5 '2[}0~- shall prepare all work products required by this Agreement in a substantial, first- DUBLIN PLANNING Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 1 of 15 ATTACHMENT class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this. Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. 1.5 Procurement Procedures. Consultant is required to comply with the procurement procedures of the Office of Management and Budget (OMB) Circular A-110 and A-122 (incorporated herein by reference) for the procurement of supplies and services in connection with activities funded under this Agreement. .Section 2. COMPENSATION. Cky hereby agrees to Pay Consultant a sum not to exceed Ten Thousand and 00/100, ($10,000), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, Scope of Services regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to. this Agreement at the time and in the manner set forth herein. All compensation is dependent on receipt of CDBG funds from the County of Alameda. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the .manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation Paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Budget. Consultant shall request compensation consistent with the budget. provided and included as Exhibit B. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 2 of 15 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit Bt Budget. · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consukant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit At Scope of Services. · The Consultant's signature. 223 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.4 Final Payment. City shall pay the .last invoice due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice and CDBG Completion Report as required by County pursuant to agreement between City and County of Alameda, signed and dated April 2, 2002. 2.5 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for ~any expense or cost whatsoever incurred by Consultant in rendering services pursuant .to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no e'~ent shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, urdess the Agreement is modified prior to the submission of such an inVoice by a properly executed change order or amendment. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 3 of 15 2.6 Payment of Taxes. Consukant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant may begin providing services under the terms of this Agreement during the period listed in Section 1.1. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at ks sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall famish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. 'INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, ·employees, and subcontractors. Consukant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included 'in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained ali insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. Consulting Services Agreement between May 4, 2004 .City of Dublin and Easter Seals Bay Area Page 4 of 15 The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1.,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and ks officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liabili ,ty Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 5 of 15 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. 2.2 Invoices. Consultant shall submit invoices, not more often than once a month preferably quarterly, during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the percentage of completion and what line item is being spent against per Exhibit Bt Budget. · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an .estimate of the time necessary to complete the work described in Exhibit A. Seo e_ of Services. thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completiOn of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptabili .ty of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 7 of 15 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written aUthorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified' of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maih~tain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the mount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that.becomes due to Consukant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the CitY and its officials, officers, employees, agents, and volunteers from and against any and all losses, Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 8 of 15 liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss~ of life, or damage tO property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (I) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractOr of Consultant 'providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consukant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which w6uld otherwise be the responsibility of City. Section 6. · STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means' by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 9 of 15 6.2 Consultant No Agent. Except as City may specify in writing, ConsUltant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS~ 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work here'under. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Without limiting the generality of the foregoing, Consultant and any subcontractors shall comply with the Community Development Block Grant Additional Terms and Conditions attached hereto as Exhibit C. 7~4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcOntractors shall obtain and maintain during the term of this Agreement valid Business LiCenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or prOgrams provided by Consultant under this Agreemem. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between May 4, 2004 city of Dublin and Easter Seals Bay Area Page 10 of 15 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and w/thom cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension: City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for .any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal perfqrmance by Consultant and is based uPon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 11 of 15 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement~ City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work, described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. Ali reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. It is understood and agreed that the documents and other materials, including but not limited to those descrilSed above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to th/rd parties without prior written consent of both parties. Consultant shall be responsible for maintaining all records pertaining to this Agreement, including subcontracts and expenditures, and all other financial and property records in conformance with OB circular A-Il0. Upon request, consultant shall deliver any required records or documents ro the City within a reasonable amount of time. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for'services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 12 of 15 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings~ any action, including an action for declaratory relief, to enforce or. interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court Northern District of California. 10.3 Severability... If.a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5' Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the cOrporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 13 of 15 10.8 in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve, months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consuhant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by the Community Development Director or his designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or 'his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Mike Pelfini or designee President and Chief Executive Officer Easter Seals Bay Area 180 Grand Avenue, Suite 300 Oakland, CA 94612 Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 14 of 15 Any written notice to City shall be sent to: Eddie Peabody, Jr. Community-Development Director City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the budget attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN EASTER SEALS BAY AREA Janet Lockhart, Mayor and Chief Executive Officer Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area Page 15 of 15 EXHIBIT A SCOPE OF SERVICES The consultant will provide the following services through this Agreement: Staffing costs for Kaleidoscope After-School Program such as the following: Developing program and consulting with behaviorist. · Contacting other organizations to plan activities. · Coordinating each young person's individualized service plan with teachers who work with our youth during the school day. · Meeting with parents to review and update their child's ind/vidualized service plan. · Developing and conducting parent education programs. · Overseeing health and safety issues, including maintenance for our vans. · Coordinating with providers who transport youth to and from our program. · Attending job fairs and other recruiting mechanisms. · Attending staff meetings and professional development programs. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area--Exhibit A Page 1 of 1 EXHIBIT B BUDGET Easter Seals Bay Area, through its Kaleidoscope After-School Program, will be supporting 3 Activity Coordinators at 3 hours preparation time per day, 5 days per week. Each Activity Coordinator = 15 hours per week 3 Activity Coordinator = 45 hours per week 34.66 weeks = 1560 hours ~ $14.50 per hour = $22,620 The City o£Dublin will contribute $10,000 to pay for 44% o£these staffing support function. Consulting Services Agreemem between May 4, 2004 City of Dublin and Easter Seals Bay Area--Exhibit B Page 1 of 1 EXHIBIT C COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG') ADDITIONAL TERMS AND CONDTIONS 1. PROGRAM MONITORING AND EVALUATION A. Contractor shall be monitored and evaluated in terms of its effectiveness and timely compliance with the provisions of this Agreement and the effective and efficient achievement of the Program Objectives. B. Contractor must undertake continuous quantitative and qualitative evaluation of the Scope of Services as specified in this Agreement and shall make quarterly written reports to City. 1. The quarterly written reports shall include, but shall not be limited to the following data elements: a. Title of program, listing of components, description of activities/operations. b. Service area (i.e., citywide, etc., including applicable census tracts). c. Goals - the projected goals, indicated numerically, and also the goals achieved (for each report period). In addition, identify by percentage and description, the progress achieved towards meeting the specified goals; additionallY, identify any problems encountered in meeting goals. d. Beneficiaries - provide the following: i) total number of direct beneficiaries.. ii) Percent of total number of direct beneficiaries who are: American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White American Indian or Alaska Native and White - Asian and White Black or African American and White American Indian or Alaska Native and Black or African American Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area--Exhibit C Page 1 of 4 Other (individuals who are not included above) Hispanic (ethnicity category that cuts across all races; if Used, a race identified above must also be identified) Female Headed Households e. Other data as required by City. 2. The quarterly report shall be due on the fifteenth day of the month immediately following the report quarter, except for the end of the program year report which is due within thirty days. C.' The City shall have ultimate responsibility for overall project monitoring and evaluation, to assist Contractor in complying with the scope and contents of this Agreement, and to provide management information that will assist the City's policy and decision-making and managers. D. The Contractor shall follow audit requirements of the Single Audit Act and OMB CircUlar A- 128. 2. PROGRAM INCOME A. Program income shall be recorded as part of the financial transactions of the grant program and disbursed in accordance with OMB Circular A-Il0, with prior approval or consent of City. B. Program income received by Contractor shall be returned to City fOr future application to eligible projects. C. prOgram income from Urban City-funded activities undertaken by or within an Urban City jurisdiction that thereafter terminates its participation in the Urban City, shall continue to be program income of the Urban City. 3. UNIFORM ADMINISTRATIVE REQUIREMENTS Contractor shall comply with Uniform Administrative Requirements as described in Federal Regulations, Section 570.502 as applicable to governmental entities. 4. RELIGIOUS ACTIVITY PROHIBITION There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of this Agreement. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area--Exhibit C Page 2 of 4 5. REVERSION OF ASSETS A. Upon the expiration of this Agreement, Contractor shall transfer to City any CDBG funds on hand at time of expiration and any accounts receivable attributable to the use of CDBG funds. B. Real property in excess of $25,000, obtained in whole or in part with CDBG funds must be used to meet one of the national objectives for a minimum of five years after the expiration of this Agreement or disposed of in a manner that results in City being reimbursed at fair market value less value attributable to non-CDBG expenditures. 6. OTHER PROGRAM REQUIREMENTS Contractor certifies that it will carry out each activity in compliance with all Federal laws and regulations described in 24 CFR, Part 570, Sub-part K (570.600-570-612) and relates to a) Equal Employment Oppommity Practices Provisions, b) Fair Housing, c) Labor Standards, d) Environmental Standards, 3) National Flood Insurance Program, f) Relocation and Acquisition, g) Employment and Contracting Opportunities, h) Lead- based paint, i) Use of Debarred, Suspended or Ineligible Contractors or Sub-recipients, j) Uniform Administrative Requirements and Cost Principals, k) Conflict of Interest, and 1) Displacement. 7. BILINGUAL ASSITANCE Contractor will provide bilingual professional staff as needed to serve its clients. 8. COMPLIANCE WITH FEDERAL REGULATIONS Contractor's administrative procedures must be in compliance with the following regulations: A. OMB Circular A-I22, Cost Principles for Non-Profit Organizations. B. OMB Circular A-110, Uniform Administrative Requirements for Grant and Other Agreements with Institutions of Higher Education, Hospitals and Other Non- Profit Organizations. C. Paragraph (b) of Section 570.502 of sub-part J of 24 CFR 85, Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments. Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area--Exhibit C Page 3 of 4 D. Section 44.6 of 24 CFR Part 44 (Non-Federal Government Audit Requirements), Common Rule of Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments Consulting Services Agreement between May 4, 2004 City of Dublin and Easter Seals Bay Area--Exhibit C Page 4 of 4 RESOLUTION NO. 04 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DUBLIN AND THE COUNTY OF ALAMEDA TO RECEIVE COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS FOR FISCAL YEAR 2004-2005 AND APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT-FUNDED AGREEMENTS WITH TRI-VALLEY HAVEN, THE DUBLIN HOUSING AUTHORITY, SPECTRUM COMMUNITY SERVICES, INC., TRI-VALLEY COMMUNITY FOUNDATION, AND EASTER SEALS BAY AREA FOR THE SAME FISCAL YEAR AND AUTHORIZING THE MAYOR TO SIGN THE ABOVE AGREEMENTS. WHEREAS, the Congress of the United States has enacted the Housing and Community Development Act of 1974; and WHEREAS, Title I of the Act consolidates previous grant programs into the Community Development Block Grant; and WHEREAS, the United States Department of Housing and Urban Development has made a determination that Alameda County may operate as an Urban County; and WHEREAS, at this time the City Council has received a Staff Report recommending adoption of an agreement between the City of Dublin and the County of Alameda for allocation and usage of $99,108 in Community Development Block Grant funds for Fiscal Year 2004-2005; and WHEREAS, to utilize CDBG funds allocated to the City ofDublin for Fiscal Year 2004-2005, Staff sent out Request for Proposals to solicit interest from agencies in providing services within the City; and WHEREAS, from the proposals received, the above listed agencies were evaluated to best serve the needs of the community; and WHEREAS, on February 3, 2004, the City Council approved funding for the following programs for utilization of the City's Fiscal Year 2004-2005 CDBG funds: Dublin Housing Authority's Emergency Vehicle Access Road Repair, Tri-Valley Community Foundation for Senior Support Programs, Spectrum Community Services for Meals on Wheels, Tri-Valley Haven's Domestic Violence Shelter, Easter Seals Bay Area for Kaleidoscope After-School Program, Minor Home Repair Program, Program Administration as well as an annual contribution for participation in a regional effort for the Acquisition and Rehabilitation of the Sojourner House Homeless Shelter (collectively "the Programs"); and WHEREAS the City has prepared agreements for each of the Programs involving agencies other than the County of Alameda or 'City-administered programs ("the Agreements"); and WHEREAS, on May 4, 2004, the City Council received a staff report recommending that the City now execute agreements with the above listed agencies for utilization of Dublin's allocated CDBG funds. The Agreements are included as attachments to the staff report and are hereby incorporated by reference. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin takes the following actions: ATTACHMENT, '7 1) Approves an Agreement by and Between the City of Dublin and the County of Alameda for allocation of CDBG funds. 2) Approves the Agreements with various agencies for use of the City of Dublin's CDBG funds for 2004-2005. 3) Authorizes the Mayor to execute the above listed agreements. PASSED, APPROVED, AND ADOPTED this 4th day of May 2004. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\CDBGX2004-2005~Resolution.CDBG Svcs Prov. 04-05.doc